Sec Form 4 Filing - Merlot Thierry @ HEXCEL CORP /DE/ - 2019-05-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Merlot Thierry
2. Issuer Name and Ticker or Trading Symbol
HEXCEL CORP /DE/ [ HXL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O HEXCEL CORPORATION, 281 TRESSER BLVD., 16TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2019
(Street)
STAMFORD, CT06901
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/10/2019 A 5 ( 1 ) A $ 0 39,964 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted StockUnits ( 2 ) ( 2 ) 05/10/2019 A 1.09 ( 3 ) ( 3 ) Common Stock 1.09 $ 0 517.82 ( 4 ) D
Restricted StockUnits ( 2 ) ( 2 ) 05/10/2019 A 2.84 ( 3 ) ( 3 ) Common Stock 2.84 $ 0 1,350.22 ( 5 ) D
Restricted Stock Units ( 2 ) ( 2 ) 05/10/2019 A 3.74 ( 3 ) ( 2 ) Common Stock 3.74 $ 0 1,777.74 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Merlot Thierry
C/O HEXCEL CORPORATION
281 TRESSER BLVD., 16TH FLOOR
STAMFORD, CT06901
See Remarks
Signatures
/s/ Heather DeGregorio, as attorney-in-fact for Thierry Merlot 05/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock of the issuer acquired upon the conversion of dividend equivalents accrued on a performance-based share award which previously vested.
( 2 )Each restricted stock unit ("RSU") represents a conditional right to receive one share of common stock of the issuer. Dividend equivalents in the form of additional RSUs ("Additional RSUs") accrue with respect to RSUs (and any Additional RSUs previously accrued) when dividends are paid on shares of common stock of the issuer.
( 3 )The RSUs and Additional RSUs vest as to 2/3 on the second anniversary of the date of grant, and the remaining 1/3 on the third anniversary of the date of grant, and convert into an equivalent number of shares of common stock of the issuer. Upon vesting, all fractional shares underlying the vesting tranche of RSUs and Additional RSUs are cancelled.
( 4 )As previously reported, (i) on January 30, 2017, the reporting person was granted 1,522 RSUs pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "2013 Plan"), (ii) on January 30, 2019, 1,029 RSUs and Additional RSUs vested, leaving 515.65 RSUs and Additional RSUs unvested and (iii) following January 30, 2019, the reporting person received aggregate dividend equivalents in the form of 1.08 Additional RSUs. On May 10, 2019, the reporting person received dividend equivalents in the form of 1.09 Additional RSUs, based on the $71.11 market price per underlying share on the dividend payment date.
( 5 )As previously reported, (i) on January 29, 2018, the reporting person was granted 1,336 RSUs pursuant to the 2013 Plan and (ii) following January 29, 2018, the reporting person received aggregate dividend equivalents in the form of 11.38 Additional RSUs. On May 10, 2019, the reporting person received dividend equivalents in the form of 2.84 Additional RSUs, based on the $71.11 market price per underlying share on the dividend payment date.
( 6 )As previously reported, on January 28, 2019, the reporting person was granted 1,774 RSUs pursuant to the 2013 Plan. On May 10, 2019, the reporting person received dividend equivalents in the form of 3.74 Additional RSUs, based on the $71.11 market price per underlying share on the dividend payment date.

Remarks:
President, Aerospace - Europe, MEA, and Asia Pacific

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